Saturday, September 30, 2023

Medley Management and Former Co-CEOs to Pay $10 Million Penalty for Misleading Investors and Clients

Settlement Structured to Expedite Payment to Bondholders Through Related Bankruptcy Proceeding

The Securities and Exchange Commission today charged publicly-traded asset manager Medley Management and its former co-CEOs, Brook B. Taube and Seth B. Taube, with making misrepresentations to investors and clients that created the illusion of Medley’s likely future growth. The respondents have agreed to settle the SEC’s charges and will collectively pay $10 million in civil penalties.

According to the SEC’s order, since at least August 2016, in multiple public filings, including bond offering materials, Medley overstated its assets under management by including “committed capital” amounts from non-discretionary clients, whose agreements with Medley imposed no obligation to invest with Medley and whose investing activity through Medley was minimal. The Taubes and Medley did not disclose that there was a risk that a significant amount of the clients’ capital would never be invested and would therefore never generate the fee income on which Medley’s financial growth depended. The order additionally finds that in June 2018 the Taubes used positive projections of Medley’s likely future growth, for which they had no reasonable basis, to recommend to advisory clients a merger whereby Medley’s two business development company clients would acquire Medley and give the Taubes contracts for high-paying jobs. The order finds that the materially misleading projections were incorporated into calculations of the “expected” benefit included in the proxy materials that encouraged investors to vote in favor of the transaction.

“Under the federal securities laws, investors are entitled to complete and accurate information about the companies they invest in,” said Lara Shalov Mehraban, Acting Director of the SEC’s New York Regional Office. “The Taubes, as the CEOs of a publicly-traded asset manager, failed to ensure that investors were given correct information about the company’s assets under management and adequate disclosures about its risks.”

The Taubes and Medley consented to the entry of the SEC’s order finding that each caused and/or negligently committed violations of the antifraud provisions of the federal securities laws and that they caused and/or committed violations of the reporting and books and records provisions. Without admitting or denying the SEC’s findings, the Taubes and Medley agreed to cease and desist from committing or causing any future violations of these provisions, to be censured, and to pay a total of $10 million in civil penalties. The respondents are expected to satisfy their obligation to pay this penalty by making payments to bondholders in the bankruptcy proceeding of Medley’s operating affiliate, Medley LLC.

The SEC’s investigation was conducted by Karen Willenken, Alison Conn, Lee Greenwood and Judith Weinstock of the New York Regional Office, with assistance from William Uptegrove, Therese Scheuer and Alistaire Bambach, who also represent the SEC in the pending bankruptcy proceeding of Medley LLC. The case was supervised by Ms. Mehraban. The SEC appreciates the assistance of the Québec Autorité des Marchés Financiers.

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